-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E6nOQ9Zc6tsSvgAoWLjVXw1np7emgOJHU0cr7/W9tGeE51FQqICCFTunobqlvR7x WINs38hD7pIdL8xZknHZLQ== 0000799005-99-000013.txt : 19990212 0000799005-99-000013.hdr.sgml : 19990212 ACCESSION NUMBER: 0000799005-99-000013 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MSC INDUSTRIAL DIRECT CO INC CENTRAL INDEX KEY: 0001003078 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-INDUSTRIAL MACHINERY & EQUIPMENT [5084] IRS NUMBER: 113289165 STATE OF INCORPORATION: NY FISCAL YEAR END: 0902 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-44935 FILM NUMBER: 99532309 BUSINESS ADDRESS: STREET 1: 151 SUNNYSIDE BLVD CITY: PLAINVIEW STATE: NY ZIP: 11803 BUSINESS PHONE: 5163497100 MAIL ADDRESS: STREET 1: 151 SUNNYSIDE BLVD CITY: PLAINVIEW STATE: NY ZIP: 11803 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEIN ROE & FARNHAM INC /DE/ CENTRAL INDEX KEY: 0000799005 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 363447638 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE S WACKER DR STREET 2: 35TH FL CITY: CHICAGL STATE: IL ZIP: 60606 BUSINESS PHONE: 3123687700 MAIL ADDRESS: STREET 1: ONE SOUTH WACKER DR STREET 2: 35TH FL CITY: CHICAGO STATE: IL ZIP: 60606 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MSC INDUSTRIAL DIRECT CO. INC. (Name of Issuer) Common Stock (Title of Class of Securities) 553530106 (CUSIP Number) December 31, 1998 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) *The remainder of this page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 553530106 1. Name of Reporting Person I.R.S. Identification Number of Above Person (entities only) STEIN ROE & FARNHAM INCORPORATED 36-3447638 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization Delaware Corporation Number of shares beneficially owned by each reporting person with 5. Sole voting power 700 shares 6. Shared voting power -0- 7. Sole dispositive power -0- 8. Shared dispositive power 769,800 shares 9. Aggregate amount beneficially owned by each reporting person 769,800 shares 10. Check box if the aggregate amount in Row (9) excludes certain shares not applicable 11. Percent of class represented by amount in Row 9 2.28% 12. Type of Reporting Person IA CUSIP No. 550819106 1. Name of Reporting Person I.R.S. Identification No. of above person STEIN ROE CAPITAL OPPORTUNITIES FUND 36-6101801 2. Check the appropriate box if a member of a group (a) ----- (b) ----- 3. SEC USE ONLY 4. Citizenship or place of organization Massachusetts Business Trust Number of shares beneficially owned by each reporting person with 5. Sole voting power 720,000 shares 6. Shared voting power -0- 7. Sole dispositive power -0- 8. Shared dispositive power 720,000 shares 9. Aggregate amount beneficially owned by each reporting person 720,000 shares 10. Check box if the aggregate amount in Row (9) excludes certain shares not applicable 11. Percent of class represented by amount in Row 9 2.13% 12. Type of Reporting Person IV Item 1(a). Name of Issuer: MSC INDUSTRIAL DIRECT CO. INC. Item 1(b). Address of Issuer's Principal Executive Offices: 151 Sunnyside Blvd. Plainview, NY 11803 Item 2(a). Name of Person Filing: Stein Roe & Farnham Incorporated, jointly on its own behalf and on behalf of Stein Roe Capital Opportunities Fund, a portfolio series of Stein Roe Investment Trust Item 2(b). Address of Principal Business Office: One South Wacker Drive Chicago, IL 60606 Item 2(c). Citizenship: Delaware Corporation Massachusetts Business Trust Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number 553530106 Item 3. If this statement is filed pursuant to Sec. 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (e) [XX] An investment adviser in accordance with Sec. 240.13d-1(b)(1)(ii)(E) (d) [XX] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) Item 4. Ownership: (a) Amount beneficially owned: 769,800 shares (b) Percent of Class: 2.32% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 700 shares (Stein Roe & Farnham Incorporated) 720,000 shares(Stein Roe Capital Opportunities Fund) (ii) shared power to vote or to direct the vote: -0- (iii) sole power to dispose or to direct the disposition: -0- (iv) shared power to dispose or to direct the disposition: 769,800 shares (Stein Roe & Farnham Incorporated) 720,000 shares (Stein Roe Capital Opportunities Fund) Item 5. Ownership of Five Percent or Less of a Class: This report is being filed to reflect beneficial ownership of less than 5% of the common stock. Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not Applicable Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable Item 8. Identification and Classification of Members of the Group: Not Applicable Item 9. Notice of Dissolution of Group: Not Applicable Item 10. CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 11, 1999 By: Stein Roe & Farnham Incorporated /s/ Kenneth J. Kozanda Kenneth J. Kozanda Senior Vice President & Chief Financial Officer SR&F Investment Trust /s/ Heidi J. Walter Heidi J. Walter Vice President & Secretary AGREEMENT WITH REGARD TO JOINT FILING OF SCHEDULE 13G made this 3rd day of February, 1998, by and between STEIN ROE & FARNHAM INCORPORATED, a Delaware Corporation ("SR&F") and STEIN ROE INVESTMENT TRUST, a Massachusetts business trust, on behalf of its series, STEIN ROE CAPITAL OPPORTUNITIES FUND ("Capital Opportunities Fund") WITNESSETH: Whereas, SR&F has investment discretion with respect to the portfolio investments of Capital Opportunities Fund, and may therefore be considered a "beneficial owner" of such portfolio investments pursuant to Regulation 13D-G (the "Regulation") of the Securities and Exchange Commission; and, Whereas, Capital Opportunities Fund retains voting authority with regard to its portfolio investments and may therefore also be considered a "beneficial owner" of such portfolio investments pursuant to the Regulation; and, Whereas, due to such multiple definitions of beneficial ownership, both SR&F and Capital Opportunities Fund may be deemed to have incurred an obligation to report beneficial ownership of certain of Capital Opportunities Fund's portfolio holdings as of December 31, 1997; and, Whereas, the Regulation authorizes "joint" filing of a single Schedule 13G when two or more eligible persons incur an obligation to report with respect to the same securities; NOW THEREFORE, Stein Roe Investment Trust on behalf of Capital Opportunities Fund and SR&F agree that SR&F shall be authorized to file a single Schedule 13G, and any necessary amendments thereto, on behalf of itself and on behalf of Capital Opportunities Fund, with respect to each of Capital Opportunities Fund's holdings as to which such a report must be made. STEIN ROE INVESTMENT TRUST /s/ Stacy H. Winick, Vice President and Secretary Attest: /s/ Nicolette D. Parrish, Assistant Secretary STEIN ROE & FARNHAM INCORPORATED /s/ Kenneth J. Kozanda, Senior Vice President and Chief Financial Officer /s/ Scott P. Pedersen, Vice President -----END PRIVACY-ENHANCED MESSAGE-----